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Enhancing Corporate Governance and Reinforcing Business Execution System

March 22, 2002

Nippon Yusen Kaisha (NYK Line), at a meeting of the Board of Directors held today, decided to appoint Executive Officers with a view to reinforcing the Board's functions of mapping out strategies, supervising and strengthening business activities, enhancing corporate governance.

1. High Points of the Reform

   1. Reinforcing the business execution system through the introduction of the Executive Officer system

   2. Clearly defining the Board of Directors' functions of mapping out strategies and supervising business activities

   3. Establishing the Executive Committee for Strategic Management

2. Executive Officer System

   • The Executive Officer system will be introduced as from April 1 this year in order to improve the speed and efficiency for determining and executing business activities.

   • Executive Officers will be appointed by the Board to assume responsibility for business activities in NYK's respective divisions. They will be entrusted by the Board with the decision-making power for business activities in order to enhance accountability. Their tenure of office will be two years.

   • Initially, all Board members, excluding the Chairman, will concurrently serve as Executive Officers. However, Executive Officers who are not Board members will also be appointed.

   • The Board will aim to become a body of a size appropriate for conducting full deliberations on such matters as the determination of basic management guidelines and strategies, and making fast, precise decisions.

3. New Management Structure
   1. Board of Directors:
      • The functions of the Board (members) will be separated from those of the Executive Officers to clearly define their respective accountability and to enhance management efficiency. The newly introduced Executive Officers will be entrusted with a large part of the responsibility and authority for business execution.
      • The Board, besides deliberating on legally-stipulated matters, will concentrate on such functions as the formulation of basic guidelines and strategies for NYK and the NYK Group. This will include the drawing up of medium- and long-term strategies, the preparation and approval of budgets, the supervision of business execution, and the appraisal, appointment and dismissal of Executive Officers.
   2. Executive Committee for Strategic Management:
      • This committee will consist of Board members of the rank of Senior Managing Director and above as well as Board members to be designated by the President. It will deliberate on matters of strategic importance for the NYK Group in order to define future courses of action for the Board.
   3. Board of Executive Officers:
      • The Board of Executive Officers will be as a body exclusively devoted to the execution of business in line with the Board of Directors' decisions and under the supervision of the Board of Directors. The Board of Executive Officers will hold regular weekly meetings in place of the current Executive Committee, which has so far met every week.
      • The Board of Executive Officers will engage primarily in deliberating on reports on the execution of business and on presentations of problems and solutions.
   4. NYK Group Conference of Presidents:
      • The NYK Group Conference of Presidents will be set up to provide a strategic decision-making system that will ensure the functioning of the NYK Group as a united body; clearly define the powers of NYK and the respective Group Members; and improve the transparency of the Group's management.
      • The Conference will consist of the members of NYK's Executive Committee for Strategic Management and the presidents of strategically important Group member firms.

   As regards the Board of Corporate Auditors, two auditors, or half of its members, will be selected from outside NYK to ensure the reinforcement and independence of Auditors' functions in anticipation of the projected revision of the Commercial Code.

4. New Management Organization Chart
   Board of Directors

   Board of Corporate Auditors
   Executive Committee for Strategic Management
   

   Board of Executive Officers

   NYK Group Conference of Presidents
   Administrative Division
   

   Existing Groups
   

   General Affairs Group

   Human Resources Group

   Planning Group

   IT Strategy Group

   Technical Headquarters (Maritime Engineering)
   Business Division
   

   Existing Groups
   

   Liner Groups

   Logistics Group

   Tramper/Specialized Carrier Groups

   Harbor Group

   Cruise Group, etc.